110 Northeast 3rd Street, Suite 300 Fort Lauderdale, FL 33301 Phone: 954.357.4900 Fax: 954.357.8221 www.broward.org/hfa BOARD MEETING MINUTES Wednesday, June 10, 2015 A regular Board meeting of the Housing Finance Authority (HFA or the Authority ) of Broward County, Florida, was held on Wednesday, June 10, 2015, in the 2 nd Floor Conference Room, located at 110 NE 3rd Street, Fort Lauderdale, Florida. Mr. John G. Primeau, Chair, determined a quorum was present and called the meeting to order at 5:34 p.m. Board Members Present: Ruth T. Cyrus, Member Kirk Frohme, Member Jose Pepe Lopez, Member John G. Primeau, Chair Daniel D. Reynolds, Member Milette Thurston, Assistant Secretary Board Members Absent: Donna Jarrett, Secretary Bertha Smith, Vice Chair Staff: Betsy Barnicle, Administrative Assistant Norman Howard, Assistant to the Director Carlos A. Rodriguez, Assistant County Attorney James Rowlee, Senior Assistant County Attorney Ralph Stone, Executive Director Also Present: Junious Brown, Nabors, Giblin & Nickerson, P.A. Linda Dufresne, Dufresne & Associates Helen Feinberg, RBC Capital Markets Corp. Michael Jenkins, Regions Bank Tim Wranovix, Raymond James & Associates Deborah Zomermaand, Zomermaand Financial Advisory Services CALLING OF THE ROLL A Roll Call was taken by Ms. Betsy Barnicle. Chair John G. Primeau Vice Chair Bertha Smith Secretary Donna Jarrett Assistant Secretary Milette Thurston Members: Jacqueline P. Browne Ruth T. Cyrus Kirk L. Frohme Jose Pepe Lopez Daniel D. Reynolds
CONSENT AGENDA (1 through 3) 1. Approval of May 13, 2015, Regular Meeting Minutes 2. Executive Director s Report 3. Franklin Park Estates Easements & Notices of Commencement MOTION was made by Mr. Daniel Reynolds, seconded by Ms. Milette Thurston, to approve Consent Agenda Items 1 through 3. This motion was unanimously approved. REGULAR AGENDA 4. Financial Reports Monthly Overview Ms. Linda Dufresne, Dufresne & Associates Ms. Linda Dufresne noted that this was the second month for the addition of a Franklin Park Expenditures report to the monthly financials. Ms. Dufresne reported that variations in the Balance Sheet revenues and expenditures were primarily related to the timing of invoices and payments and to the addition of the Franklin Park expenditures. Ms. Milette Thurston asked where the money was transferred from to open the Franklin Park Wells Fargo account, and Ms. Dufresne stated that approximately $500,000 had been transferred from the Karpus Custody Account. Ms. Barnicle let the Chair know that at this time, 5:36 p.m., Ms. Ruth Cyrus, Member, arrived to join the meeting. A short discussion was held regarding the construction progress of the Franklin Park Project. MOTION was made by Mr. Reynolds, seconded by Mr. Jose Lopez, to approve the HFA monthly financial reports for May 31, 2015. This motion was unanimously approved. 5. FY2016 Budget of the HFA Mr. Ralph Stone addressed the reduction in revenues and expenses and the slight net reduction compared to last year s budget, taking into account the change due to the Franklin Park Project. Mr. John Primeau reminded the Board that a comparison of budgets was provided (Attachment 1). Mr. Kirk Frohme asked about the budgeting for liquidation of investments in comparison to the previous year, and Mr. Stone responded that they don t anticipate the need for more liquidation this year, then Ms. Debbie Zomermaand added that there is also the consideration of how investment maturities come due within every three to six months. A memo to the HFA from Mr. Norm Howard, dated June 10, 2015, (Exhibit 1) was provided at the meeting to supplement the budget (a Member s question asking if a current year comparison could be added to Attachment 1, and the provided answer). HFA Board Meeting Minutes June 10, 2015 Page 2 of 4 BAB
MOTION was made by Mr. Jose Lopez, seconded by Mr. Kirk Frohme, to approve the HFA Budget for FY2016. All votes were aye on this motion. 6. Residences at Crystal Lake Project Mr. Primeau, Chair, presented the Motion (see below) for the Residences at Crystal Lake Project and called for any discussion, of which there was none. MOTION was made by Mr. Reynolds, seconded by Mr. Lopez, to approve Resolution of the Housing Finance Authority of Broward County, Florida (the Housing Finance Authority ) authorizing the issuance of its not to exceed $15,000,000 Multifamily Mortgage Revenue Note, Series 2015 (Residences at Crystal Lake Project), for the purpose of financing the acquisition, construction and equipping of Residences at Crystal Lake located in Broward County, Florida (the Project ); establishing parameters for the award of the sale thereof and establishing criteria for determining the terms thereof, including interest rates, interest payment dates, maturity schedule and other terms of such note; approving the forms of and authorizing the execution and delivery of (i) a Funding Loan Agreement by and among the Housing Finance Authority, Citibank, N.A., as Funding Lender (the Funding Lender ), and Regions Bank, as Fiscal Agent (the Fiscal Agent ); (ii) a borrower Loan Agreement by and between the Housing Finance Authority and Crystal Lakes Housing Partners, LP (the Borrower ); (iii) a Land Use Restriction Agreement by and among the Housing Finance Authority, Fiscal Agent and the Borrower; (iv) an assignment of mortgage and loan documents by the Housing Finance Authority to the Funding Lender; (v) a Placement Agent Agreement by and between the Housing Finance Authority and RBC Capital Markets, LLC, and Raymond James & Associates, Inc., as Placement Agents; (vi) a Fiscal Agent Fee Agreement by and between the Housing Finance Authority and the Fiscal Agent; and (vii) a contingency draw-down agreement by and among the Funding Lender, the Borrower, the Housing Finance Authority and the Fiscal Agent; approving and authorizing the execution and delivery of certain additional agreements necessary or desirable in connection with the issuance of the note; authorizing the Housing Finance Authority to consent to the Borrower placing subordinate financing on the Project and approving the execution of such agreements as may be necessary in connection with such consent; waiving the prohibition against using subordinate financing to pay off tax-exempt financing; waiving the fee for services related to the Housing Finance Authority s annual audit of the Project; authorizing the proper Officers of the Housing Finance Authority to do all things necessary or advisable in connection with the issuance of the note; and providing an effective date for this Resolution. UPDATE ITEM HFA Board Meeting Minutes June 10, 2015 Page 3 of 4 BAB
7. CitiMortgage (Single-Family Mortgage Revenue Bonds, Series 2006ABC and 2007ABCD) Mr. Stone stated that Mr. James Rowlee, Counsel for the HFA, wrote a letter dated May 29, 2015, (Attachment 3) to CitiMortgage (Citi) and to the Bank of New York Mellon Trust Company (the Trustee ), concluding the HFA s business with Citi and instructing Citi to process the reimbursement request directly with the Trustee. Mr. Stone noted Counsel s recommendation in the letter that the Trustee file a notice of the occurrence with the Municipal Securities Rulemaking Board and the State Repository, which would be done using the Electronic Municipal Market Access system (EMMA). 8. MATTERS OF HFA MEMBERS None. 9. MATTERS FROM THE FLOOR None. 10. NEXT BOARD MEETING August 12, 2015. The Chair reminded the Board that it is in Recess in July. 11. ADJOURNMENT There being no other business, the meeting was adjourned at 5:50 p.m. Disclosure: The above captioned Minutes are transcribed in a summary format. To hear the full meeting, a compact disk of the meeting (#HFA 6-10-2015) can be provided after 24 hours notice to the administrative office at 954-357-4928 HFA Board Meeting Minutes June 10, 2015 Page 4 of 4 BAB
Exhibit 1 110 Northeast 3rd Street, Suite 300 Fort Lauderdale, Florida 33301 Tel: 954.357.4900 Fax: 954.357.8221 www.broward.org/hfa TO: FROM: Housing Finance Authority of Broward County Norman Howard, Assistant to the Director DATE: June 10, 2015 SUBJECT: Board Meeting June 10, 2015, Agenda Item 5 (Proposed Budget for FY2016) Board Member Question QUESTION: Is it possible to do a revision to Attachment 1 for comparative purposes that shows the current year as well, for example: the actuals through 4/30 (or 5/31) extrapolated/estimated through 9/30? ANSWER: See attached Proposed Budget spreadsheet Chair John G. Primeau Vice Chair Bertha Smith Secretary Donna Jarrett Assistant Secretary Milette Thurston Members: Ruth T. Cyrus Kirk L. Frohme Jose Pepe Lopez Daniel D. Reynolds
Exhibit 1 Page 2